BRIDGELINE DIGITAL, INC. (NASDAQ:BLIN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On February 13, 2019, Bridgeline Digital, Inc., a Delaware corporation (“Bridgeline Digital”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Seevolution, Inc. a Delaware corporation, (“Seevolution”), Celebros, Inc. (“Celebros”), a Delaware corporation, and Elisha Gilboa, an individual shareholder, collectively Seevolution.
The Asset Purchase Agreement sets forth the terms and conditions to which Bridgeline Digital acquired certain assets of Seevolution in exchange for consideration paid to the Seevolution consisting of an initial payment of (i) $400,000 in cash, and (ii) the issuance of 2,000,000 shares of Bridgeline Digital common stock. Additional consideration includes $100,000($10,000 per month), in future cash payments beginning on April 30, 2019 by Bridgeline Digitalto Seevolution over a total of ten (10) months.
The parties to the Asset Purchase Agreement made customary representations, warranties and covenants therein, and the completion of the acquisition of assets of Seevolution and was subject to customary conditions described therein.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.
Prior to the acquisition, the Company had no material relationships with Seevolution, Celebros or Elisha Gilboa.
Item 3.02. Unregistered Sales of Equity Securities
On February 14, 2019, Bridgeline Digital issued 2,000,000 shares of Bridgeline Digital common stock as partial consideration for the acquisition of the certain assets of Seevolution. The shares were issued to Seevolution to the terms of the Asset Purchase Agreement. The shares were issued without registration and are subject to restrictions under the Securities Act of 1933 and the securities laws of certain states, in reliance on the private offering exemptions contained in Section 4(2) of the Securities Act of 1933 and on Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws as a transaction not involving a public offering.
Item 7.01. Regulation FD Disclosure
The information contained in Item 7.01 to this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
Explanatory Note Regarding Exhibits
Investors should not rely on or assume the accuracy of representations and warranties in negotiated agreements that have been publicly filed because such representations and warranties may be subject to exceptions and qualifications contained in separate disclosure schedules, because such representations may represent the parties’ risk allocation in the particular transaction, because such representations may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes or because such representations may no longer continue to be true as of any given date.
Asset Purchase Agreement, dated as of February13, 2019, by and among Bridgeline Digital, Inc., Seevolution, Inc. a Delaware corporation, (“Seevolution”), Celebros, Inc. (“Celebros”), a Delaware corporation, and Elisha Gilboa, an individual shareholder, collectively Seevolution.
Schedules to the Asset Purchase Agreement have been omitted and are available to be provided supplementally to the Securities and Exchange Commission upon request.
Bridgeline Digital, Inc. Exhibit
EX-10.1 2 ex_134868.htm EXHIBIT 10.1 ex_134868.htm Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between BRIDGELINE DIGITAL,…
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About BRIDGELINE DIGITAL, INC. (NASDAQ:BLIN)
Bridgeline Digital, Inc. is a digital engagement company. The Company’s iAPPS platform is a Web Engagement Management (WEM) platform that integrates Web Content Management, e-commerce, e-marketing, Social Media management and Web Analytics to help marketers deliver digital experiences that engage and convert their customers across all channels. The iAPPS platform is delivered through a cloud-based Software as a Service (SaaS) multi-tenant business model, which provides customers with deployment providing maintenance, daily technical operation and support, or through a perpetual licensing business model. The iAPPS suite of products includes iAPPS Experience Manager, iAPPS Content Manager, iAPPS Commerce, iAPPS Marketier, iAPPS Analyzer, iAPPSds and iAPPS Social. It offers various services, such as digital engagement services, digital strategy services, usability design and information architecture. It provides shared hosting, dedicated hosting and SaaS hosting for its customers.